The Legal System Of Market - Oriented Reform Of M & A Of Listed Companies

In recent years, the amount of listing company’s M&A and restructuring deals have increased with each passing day, however, comparing with mature capital markets, there are some distorting phenomena with our country’s capital market. When government is proposing the market-oriented reform, how to respond to the challenge of market-oriented reform concerning listing company’s M&A and restructuring from the view of the rule of law, and keep the rule of law to meet the needs of reform, is the main purpose of this paper.The paper includes four chapters. The first chapter gives fundamental conception and the economic meanings of M&A and restructurings. The second chapter analyses and comments the background and the main contents of the market-oriented reform, which includes four sections. The first section analyses that the excessive administrative intervention is the drawback which causes the market distortion.The second section states the decisive role of the market in resource allocation, and the third section states that the rule of law is the safeguard of the reform. The four section comments the main contents of the market-oriented reform. The third chapter expounds the legal challenges presented by the market-oriented reform, spreading out discuss from the four parts of legislation, administration by law, judicature, industry self-regulation and listing company’s self-discipline. The forth chapter researches rule of law strategies, and gives suggestions including legislation, administration, judicature, industry self-regulation and listing company’s self-discipline.This paper argues that the rule of law research on listed companies’ M&A under the market-oriented reform environment mainly contain four areas: in the legislation area, the legislative concept of the Securities Law should be updated, establishes the stock issuance registration legal system and completes the corresponded laws and regulations; In legal administration area, centralized supervision system should be enhanced, and enhances the executive force of implement in delisting system and establishes the sharing platform of supervision information; In judicial area, the corresponded linkages of administrative responsibilities, civil compensation system and criminal responsibilities system should be built up; in the area of industry self-regulation and listing company’s self-discipline, the self-regulation status of thestock exchange and trade association should be comfirmed, and increases the listed company’s awareness of performing information disclosure obligations complying with the law, and intensify the listed company’s senses of integrity and social responsibility.